Allianz Annual Report 2012

Objectives of the Supervisory Board regarding its composition In order to implement a recommendation of the Code, the Supervisory Board specified the following objectives for its composition at its meeting on 12 December 2012: Objectives of the Supervisory Board regarding its composition B 004 “The aim of ­Allianz SE’s Supervisory Board is to have members who are equipped with the necessary skills and competence to properly supervise and advise ­Allianz SE’s management. Supervisory Board candidates should possess the professional expertise and experience, integrity, motivation and commitment, independence and personality required to successfully carry out the responsibilities of a Supervisory Board member in a financial- services institution with international operations. To promote additional cooperation among Supervisory Board members, care should be taken in selecting the candidates to ensure that adequate attention is paid to ensuring diversity in occupational backgrounds, professional expertise and experience. Employee representation within ­Allianz SE, as provided for by the SE Agreement concerning the Participation of Employees dated 20 September 2006, contributes to diversity of work experience and cultural background. Pursuant to § 6 (2) sentence 2 of the Act on the Participation of Employees in a European Company (SEBG), the number of women and men appointed as German employee representatives should be proportional to the number of women and men working in the German companies. However, the Supervisory Board does not have the right to select the employee representatives. The following requirements and objectives apply to the composition of ­Allianz SE’s Supervisory Board:1 I. Requirements relating to the individual members of the Supervisory Board II. Requirements relating to the composition of the board as a whole 1. General selection criteria – Managerial or operational experience – General knowledge of the insurance and financial services business – Willingness and ability to make sufficient commitments in time and substance – Fulfillment of the regulatory requirements: – Reliability – Knowledge of the field of corporate governance and supervisory law1 – Knowledge of the main features of accounting and risk management1 – Compliance with the limitation on the number of mandates as recommended by the German Corporate Governance Code and required by § 7a (4) of the German Insurance Supervision Act (“Versicherungsaufsichtsgesetz – VAG”). 2. Independence At least eight members of the Supervisory Board should be independent within the meaning of No. 5.4.2 of the Corporate Governance Code, i.e. they may in particular not have any business or personal relations with ­Allianz SE or its Executive Bodies, a controlling shareholder or an enterprise associated with the latter, which may cause a substantial and not merely temporary conflict of interests. In case shareholder representatives and employee representatives are viewed separately, at least four members should be independent within the meaning of No. 5.4.2 of the Corporate Governance Code, respectively. Regarding employee representatives, however, the mere fact of employee representation and the existence of a working relationship with the company shall not itself affect independence. In addition, at least one member must be independent within the meaning of § 100 (5) of the German Stock Corporation Act. It must be taken into account that the possible emergence of conflicts of interest in individual cases cannot, as a general rule, be excluded. Potential conflicts of interest must be disclosed to the Chairman of the Supervisory Board and will be resolved by appropriate measures. 3. Retirement age According to the Supervisory Board’s Rules of Procedure, its members may not, in general, be older than 70 years of age. 1. Specialist knowledge – At least one member must have considerable experience in the insurance and financial services fields – At least one member must have expert knowledge of accounting and auditing within the meaning of § 100 (5) of the German Stock Corporation Act – Specialist knowledge of, or experience in, other economic sectors. 2. International character At least four of the members must, on the basis of their origin or function, represent regions or cultural areas in which ­Allianz SE conducts significant business. Since the establishment of ­Allianz SE as a Societas Europaea (European Company), ­Allianz employees from different Member States of the EU are considered in the distribution of Supervisory Board seats for employee representatives, according to the Agreement concerning the Participation of Employees in ­Allianz SE dated 20 September 2006. 3. Diversity and appropriate representation of women The members of the Supervisory Board shall appoint new members taking into account their background, professional experience and specialist knowledge, in order to provide the Supervisory Board with the most diverse sources of experience and specialist knowledge possible. The aim is for at least 25 % of the Supervisory Board members to be women. The representation of women is considered to be the joint responsibility of the shareholder and employee representatives.” 1 See the BaFin notice on the monitoring of members of administrative and supervisory bodies pursuant to the German Banking Act (KWG) and the German Insurance Supervision Act (VAG) dated 3 December 2012. B Corporate Governance 63 Corporate Governance Report 69 Statement on Corporate Management pursuant to § 289a of the HGB 71 Takeover-related Statements and Explanations 74 Remuneration Report Annual Report 2012 Allianz Group 67